Form 4: ASO Director Ken Hicks Reports Future Stock Transactions

Academy Sports & Outdoors Director Ken C. Hicks reported future transactions involving the conversion of restricted stock units into common stock and a subsequent sale for tax withholding.

Summary

• Director Ken C. Hicks is scheduled to acquire 1,244 shares of common stock on September 30, 2025, through the conversion of restricted stock units.
• Concurrently, 588 shares of common stock are slated for disposal at a price of $50.71 per share on September 30, 2025, likely for tax withholding purposes.
• Following these anticipated transactions, Hicks is expected to beneficially own 449,196 shares of common stock.
• Hicks will continue to hold 9,026 Restricted Stock Units (RSUs) after the reported conversion.
• A grant of 63,760 performance-based restricted stock units (PRSUs) on March 30, 2022, resulted in 93.7% (59,713 PRSUs) being certified as earned on March 1, 2023, based on fiscal 2022 performance criteria.
• These earned PRSUs vest monthly over 48 months from January 30, 2022, contingent on Hicks's continued service with the Issuer.
• The remaining 4,047 unearned PRSUs from the March 2022 grant may vest based on Issuer stock price conditions as of January 30, 2026.

Sentiment

Score: 7

Explanation: The filing indicates routine insider transactions related to equity compensation. The vesting of performance-based units and subsequent conversion/tax withholding are positive for the director's compensation and alignment with company performance, but the overall impact on the company's fundamental outlook is neutral to slightly positive due to the performance certification.

Positives

• The anticipated conversion of restricted stock units into common stock indicates vesting of equity compensation, increasing the director's direct ownership.
• The certification of 93.7% achievement for performance-based restricted stock units (PRSUs) for fiscal 2022 demonstrates strong performance against set criteria, aligning director incentives with company success.

Negatives

• The planned disposal of 588 shares of common stock, even if for tax withholding, will reduce the director's direct shareholding.

Risks

• The vesting of the remaining 4,047 unearned PRSUs is contingent on future Issuer stock price conditions as of January 30, 2026, introducing market-related risk.
• Continued vesting of earned PRSUs is subject to the reporting person's continued service with the Issuer, posing a retention risk.

Future Outlook

The vesting of a portion of the director's performance-based restricted stock units is tied to future Issuer stock price conditions as of January 30, 2026, indicating a forward-looking incentive structure.

Industry Context

This filing reflects standard equity compensation practices for directors in publicly traded companies, aligning executive incentives with shareholder value through performance-based awards and stock ownership. The reporting of future transactions under a Rule 10b5-1 plan is a common mechanism for insiders to manage their stock holdings.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Performance-Based Restricted Stock Units (PRSUs) is a common practice in executive compensation across various industries, including retail and sporting goods, to align director interests with long-term company performance and shareholder returns.
• The one-for-one conversion of RSUs to common stock is standard.
• The disposal of shares for tax withholding (F transaction code) is a routine event following the vesting or exercise of equity awards, consistent with practices at companies like Nike, Lululemon, or Dick's Sporting Goods.
• Performance criteria for PRSUs, while not detailed, are typical for incentivizing specific financial or operational achievements, similar to those seen in compensation plans at comparable retailers.

Stakeholder Impact

• Shareholders: The director's increased direct ownership (post-tax sale) aligns their interests more closely with shareholders. The performance-based vesting indicates management is incentivized by company performance.
• Employees: The equity compensation structure is a standard incentive mechanism for key personnel, potentially influencing employee retention and motivation.

Next Steps

• Continued monthly vesting of 1/48 of the earned PRSUs (59,713 units) from January 30, 2022, subject to continued service.
• Potential vesting of the remaining 4,047 unearned PRSUs based on Issuer stock price conditions as of January 30, 2026.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to the vesting and conversion of equity compensation for a director, scheduled for a future date. It reflects standard compensation practices and tax-related sales, rather than discretionary trading based on new material information. While the certification of performance criteria for PRSUs is a positive indicator of past performance, these transactions alone do not provide sufficient new information to warrant a change in investment recommendation. Investors should continue to hold and monitor broader company performance and market conditions.

Keywords

Academy Sports & Outdoors, ASO, Ken C. Hicks, Form 4, Insider Transactions, Restricted Stock Units, Performance Shares, Director Stock Ownership, Equity Compensation